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<br />f, premium, if any, or interest on the Bonds. The City, the Bond Registrar and the
<br />aying Agent may treat and consider the person in whose name each Bond is registered
<br />n the registration books kept by the Bond Registrar as the holder and absolute owner of
<br />uch Bond for the purpose of payment of principal, premium and interest with respect to
<br />uch Bond, for the purpose of registering transfers with respect to such Bonds, and for all
<br />ther purposes. The Paying Agent will pay all principal of, premium, if any, and interest
<br />n the Bonds only to or on the order of the respective registered owners, as shown in the
<br />egistration books kept by the Bond Registrar, and all such payments will be valid and
<br />ffectual to fully satisfy and discharge the City's obligations with respect to payment of
<br />rincipal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so
<br />aid. No person other than a registered owner of Bonds, as shown in the registration
<br />ooks kept by the Bond Registrar, will receive a certificated Bond evidencing the
<br />bligation of this resolution. Upon delivery by DTe to the City Manager of a written
<br />otice to the effect that DTC has determined to substitute a new nominee in place of Cede
<br />Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon
<br />eceipt of such a notice, the City Manager will promptly deliver a copy of the same to the
<br />ond Registrar and Paying Agent.
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<br />.03. Representation Letter. The City has heretofore executed and delivered to DTC a
<br />lanket Issuer Letter of Representations (Representation Letter) which shall govern
<br />ayment of principal of, premium, if any, and interest on the Bonds and notices with
<br />espect to the Bonds. Any Paying Agent or Bond Registrar subsequently appointed by
<br />he City with respect to the Bonds will agree to take all action necessary for all
<br />epresentations of the City in the Representation letter with respect to the Bond Registrar
<br />d Paying Agent, respectively, to be complied with at all times.
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<br />.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the
<br />ity Council, determines that it is in the best interests of the persons having beneficial
<br />'nterests in the Bonds that they be able to obtain Bond certificates, the City will notify
<br />TC, whereupon DTC will notify the Participants, of the availability through DTC of
<br />ond certificates. In such event the City will issue, transfer and exchange Bond
<br />ertificates as requested by DTC and any other registered owners in accordance with the
<br />rovisions of this Resolution. DTC may determine to discontinue providing its services
<br />with respect to the Bonds at any time by giving notice to the City and discharging its
<br />responsibilities with respect thereto under applicable law. In such event, if no successor
<br />securities depository is appointed, the City will issue and the Bond Registrar will
<br />authenticate Bond certificates in accordance with this resolution and the provisions
<br />hereof will apply to the transfer, exchange and method of payment thereof.
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<br />6.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
<br />to the contrary, so iong as a Bond is registered in the name of Cede & Co., as nominee of
<br />DTC, payments with respect to principal of, premium, if any, and interest on the Bond
<br />and notices with respect to the Bond will be made and given, respectively in the manner
<br />provided in DTC's Operational Arrangements, as set forth in the Representation Letter.
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<br />Section 7. Continuing Disclosure.
<br />SJB-252 Ovl
<br />NE 136-
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